TIDMSAC
RNS Number : 9363B
SacOil Holdings Limited
10 April 2013
SACOIL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE share code: SCL AIM share code: SAC
ISIN: ZAE000127460
("SacOil" or the "Company")
Conversion of Gairloch debt to equity
Encha Energy acknowledgement of debt to SacOil
Encha Energy services agreement with SacOil
Proposed appointments to the Board
1. Introduction
SacOil, the African independent upstream oil and gas company, is
pleased to announce that it has concluded an agreement dated 5
April 2013 (the "Agreement") with Gairloch Limited ("Gairloch") for
the conversion of US$17.6 million of debt and accrued interest
provided by Gairloch to equity in SacOil by 31 May 2013 (the
"Specific Issue"), thereby leaving SacOil debt free, reducing
financing costs and significantly improving its balance sheet
position.
Furthermore, the Company has entered into the following
agreements dated 28 February 2013 with Encha Energy Proprietary
Limited ("Encha Energy"), whose associates have a 20.67%
shareholding in SacOil:
a) an acknowledgement of debt("Acknowledgment of Debt") in terms
of which, subject to the fulfilment of a suspensive condition,
Encha Energy acknowledgesits indebtedness to SacOil in the amount
of R75 million; and
b) a services agreement (the "Services Agreement") in terms of
which, subject to the fulfilment of certain suspensive conditions,
Encha Energy undertakesto provide certain services to SacOil.
2. Details of the Specific Issue
SacOil will issue 488,804,476new ordinary shares of no par value
("Shares") to nominees of Gairloch at a price of R0.32037
(approximately US$0.036) per Share (the "Issue Price"), raising
R156.6 million (approximately US$17.6million) which will be applied
to the satisfaction of SacOil's entire indebtedness to Gairloch.
The Issue Price represents a 0.6% premium to the volume weighted
average traded price of the SacOil shares on the JSE Limited (the
"JSE") over the 30 business days prior to the date of the
Agreement.
On completion of the Specific Issue, Gairloch will hold a 33.89%
indirect interest in SacOil. Gairloch is expected to be a long-term
investor in the Company.
The Agreement is subject to the fulfilment of the following
conditions precedent by no later than 31 May 2013, or such later
date as the parties may agree in writing:
a) the approval of the Specific Issue by SacOil's shareholders;
b) the approval of the JSE and the AIM Market of the London
Stock Exchange ("AIM") for the admission of the Shares to trading
on those markets;
c) all other regulatory consents and approvals (including,
without limitation, the approval of the Financial Surveillance
Department of the South African Reserve Bank) required for the
implementation of the Specific Issue.
Based on SacOil's published interim results for the six months
ended 31 August 2012, the unaudited pro forma financial effects of
the Specific Issue on SacOil's reported loss per share ("LPS"),
headline loss per share ("HLPS"), net asset value per share ("NAV")
and tangible net asset value per share ("TNAV") is set out
below.
The unaudited pro forma financial information is presented for
illustrative purposes only, and, because of its nature, it may not
give a fair presentation of SacOil's financial position, changes in
equity, results of operations or cash flows. The financial
information is the responsibility of the board of directors of
SacOil.
Issue of
Interim shares - Before the After the
financial Yorkville Specific Adjustments Specific Change
Details results Advisors Issue (1) (2) Issue (3) (%) (4)
-------------------- ---------- ---------- ---------- ----------- ---------- --------
LPS/EPS (cents) (1.64) 0.07 (1.57) 2.22 0.65 (141.28)
HLPS/HEPS (cents) (2.62) 0.11 (2.51) 2.57 0.06 (102.40)
NAV per share
(cents) 45.89 (6.31) 39.58 (2.62) 36.96 (6.62)
TNAV per share
(cents) 31.11 (5.76) 25.35 2.20 27.55 8.70
Number of shares 918 268 953 340 488 804 1 442 145
in issue ('000) 379 35 072 412 791 476 267 51.27
Weighted number
of shares in issue 771 061 806 134 488 804 1 294 938
('000) 757 35 072 412 169 476 645 60.64
-------------------- ---------- ---------- ---------- ----------- ---------- --------
Notes:
1. The "Before the Specific Issue" financial information has
been extracted from SacOil's historical published interim results
for the six months ended 31 August 2012. These figures have been
adjusted for the specific issue of shares to Yorkville Advisers as
outlined in the announcement dated 1 November 2012.
2. The LPS/EPS and HLPS/HEPS figures are based on the assumption
that the Specific Issue was implemented on 1 March 2012 for
statement of comprehensive income purposes. NAV and TNAV are based
on the assumption that the Specific Issue was implemented on 31
August 2012 for statement of financial position purposes.
3. The "After the Specific Issue" assumes all adjustments detailed in note (2) above.
4. Measured as the "After the Specific Issue" column as a
percentage of the "Before the Specific Issue" column.
3. Details of the Acknowledgment of Debt and Services Agreement
Included in "Trade and Other Receivables" in the Company's
published interim results for the six months ended 31 August 2012
is an amount of R75 million relating to an Advance Against Asset
Negotiation Rights. The Company has concluded the Acknowledgment of
Debt with Encha Energy in terms of which, subject to the suspensive
condition that the Services Agreement has been duly executed and
has become unconditional, Encha Energy acknowledges its
indebtedness to SacOil in the amount of R75 million with effect
from 28 February 2013.
Encha Energy's acknowledgement of indebtedness is secured by a
deed of suretyship (the "Suretyship") executed by Encha Group
Limited ("Encha") in favour of SacOil on 28 February 2013 in terms
of which Encha binds itself as surety for, and co-principal debtor
with, Encha Energy for the payment obligations of Encha Energy to
SacOil under the Acknowledgement of Debt. Encha Energy has
undertaken to effect repayment of the debt to SacOil by no later
than 28 February 2016.
4. The JSE Listings Requirements
The Specific Issue is classified as a specific issue of shares
for cash in terms of the JSE Listings Requirements and, as such,
requires the approval of SacOil's shareholders. In addition, the
Services Agreement, is subject to approval by SacOil shareholders
in accordance with King III code on corporate governance. A
circular providing the details of the Specific Issue and the
Acknowledgement of Debt and Services Agreement will be issued as
soon as practicable, but no later than 60 days after the
publication of this announcement, in order to expedite the process
and minimize associated costs.
5. Proposed appointments to the Board
On completion of the Specific Issue, SacOil intends to appoint
two new independent non-executive directors to its Board - Mr
Danladi Verheijen and Ms Lola Akinleye.
Danladi Verheijen is the Managing Director of Verod Capital
Management Limited ("Verod"), a West Africa focused investment
firm, which he co-founded in 2008. Verod invests in high growth,
medium sized companies across several sectors, including consumer
products, manufacturing, technology/media and real estate. He
previously was a Vice President at Citibank Nigeria where he led
corporate finance and investment banking transactions. He also had
responsibility over Citibank's equity investment portfolio and
represented the bank on the investment and advisory committee of
Nigeria's largest private equity firm. Prior to that, he held roles
at Ocean and Oil Holdings and at McKinsey & Company. He has an
MBA from Harvard Business School, an M.Sc in Engineering Economic
Systems & Operations Research from Stanford University and a
B.Sc in Electrical Engineering from Calvin College. He is a
Director at a number of companies and he serves on the Boards of
the Harvard Business School Association of Nigeria and Christian
Care for Widows and the Aged.
Lola Akinleye has over 15 years finance and investment banking
experience with significant experience in corporate finance
advisory, equity and debt capital raising, structured and project
finance and with public-private partnerships for the development of
infrastructure. She began her career at General Electric in London
and has held roles at JP Morgan, ARM Investment Managers and Zenith
Capital. She has a BA in Economics from the University of
Nottingham and also an MA in Information Technology from the same
institution.
Mr Verheijen is a shareholder of Verod whose subsidiary has an
80% beneficial interest in Newdel Holdings Limited which in turn is
one of Gairloch's nominee shareholders with 134,224,317 SacOil
shares to be issued to it. Further disclosures regarding Mr
Verheijen and Ms Akinleye will be made upon finalisation of their
appointments.
Commenting, Robin Vela, CEO of SacOil, said:
"Converting the Gairloch debt to equity will leave the Company
debt free, which not only reduces costs but also greatly
strengthens the balance sheet. Gairloch also brings to SacOil a
strong and long-term shareholder, who understands the region we
operate in well and will support the ongoing growth of the business
towards first production and beyond. The addition to the board of
Danladi and Lola will transform the SacOil board making it
Pan-African comprising individuals with experience and leadership
roles in the key Nigerian capital market".
10 April 2013
ENDS
JSE Sponsor
Nedbank Capital
For further information please contact:
finnCap Limited (Nominated Adviser and
Broker) +44 (0) 20 7220 0500
Matthew Robinson / Christopher Raggett
FirstEnergy Capital (Joint Broker UK)
Majid Shafiq
Travis Inlow +44 (0) 20 7448 0200
GMP Securities Europe LLP (Joint Broker
UK)
James Pope
Chris Beltgens +44 (0) 20 7647 2800
Keyter Rech Investor Solutions (SA)
Vanessa Ingram
Lynne Bothma +27 (0) 11 447 2993
Pelham Bell Pottinger (UK)
Philip Dennis +44 (0) 20 7861 3919
Nick Lambert +44 (0) 20 7861 3936
Rollo Crichton-Stuart +44 (0) 20 7861 3918
This information is provided by RNS
The company news service from the London Stock Exchange
END
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